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                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                          ----------------------------
                                    Form 10-K

|X|   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934
                    For the fiscal year ended December 31, 1997

                                       OR

|_|   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

                          Commission File Number 1-6366
                          -----------------------------

                           Fleet Financial Group, Inc.
             (Exact name of Registrant as specified in its charter)

             Rhode Island                                05-0341324
       (State of incorporation)             (I.R.S. Employer Identification No.)

One Federal Street, Boston, Massachusetts                  02110
 (Address of principal executive office)                 (Zip Code)

                                 617 / 346-4000
              (Registrant's telephone number, including area code)

           Securities registered pursuant to Section 12(b) of the Act:

                                                  Name of each exchange on which
              Title of Each Class                            registered
              -------------------                 ------------------------------

Common Stock, $.01 Par Value                             New York Stock Exchange

Depositary Shares each representing a one-tenth
 interest in a share of 9.35% Cumulative Preferred 
 Stock, $1 Par Value                                     New York Stock Exchange

Depositary Shares each representing a one-tenth
 interest in a share of Series V 7.25% Perpetual 
 Preferred Stock, $1 Par Value                           New York Stock Exchange

Depositary Shares each representing a one-fifth
 interest in a share of Series VI 6.75% Perpetual 
 Preferred Stock, $1 Par Value                           New York Stock Exchange

Preferred Securities Guaranteed by Fleet Financial
 Group, Inc. of 8.00% Trust Originated Preferred 
 Securities issued by Fleet Capital Trust I              New York Stock Exchange

Preferred Securities Guaranteed by Fleet Financial
 Group, Inc. of 7.05% Trust Originated Preferred 
 Securities issued by Fleet Capital Trust III            New York Stock Exchange

Preferred Share Purchase Rights                          New York Stock Exchange

Warrants to purchase Common Stock                        New York Stock Exchange

              ----------------------------------------------------
        Securities registered pursuant to Section 12(g) of the Act: None

      Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days. YES |XX| NO |_|

      Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. |_|

      As of February 27, 1998, (the latest practicable date) the aggregate
market value of the voting stock held by nonaffiliates of the Registrant was
$21.7 billion, which excludes $665 million held by directors, executive
officers, and banking subsidiaries of the Registrant under trust agreements and
other instruments.

      The number of shares of common stock of the Registrant outstanding as of
February 27, 1998 was 283,990,340.

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<PAGE>

                       DOCUMENTS INCORPORATED BY REFERENCE

1.    Pertinent extracts from Registrant's 1997 Annual Report to Shareholders
      are incorporated into Parts I, II, and IV.

2.    Pertinent extracts from Registrant's Proxy Statement filed with the
      Commission are incorporated into Part III.

      Such information by reference shall not be deemed to specifically
      incorporate by reference the information referred to in Item 402(a)(8) of
      Regulation S-K.


                                Table of Contents

          Description                                                Page Number
          -----------                                                -----------

Part I.   Item 1   ___Business.............................................  3
          Item 2   ___Properties...........................................  7
          Item 3   ___Legal Proceedings....................................  7
          Item 4   ___Submission of Matters to a Vote of Security Holders..  8
Part II.  Item 5   ___Market for the Registrant's Common Stock and Related  
                      Stockholder Matters..................................  8
          Item 6   ___Selected Financial Data..............................  8
          Item 7   ___Management's Discussion and Analysis of Financial     
                      Condition and Results of Operations..................  8
          Item 8   ___Financial Statements and Supplementary Data..........  8
          Item 9   ___Changes in and Disagreements with Accountants         
                      on Accounting and Financial Disclosure...............  9
Part III. Item 10  ___Directors and Executive Officers of the Registrant...  9
          Item 11  ___Executive Compensation............................... 11
          Item 12  ___Security Ownership of Certain Beneficial Owners       
                      and Management....................................... 11
          Item 13  ___Certain Relationships and Related Transactions....... 11
Part IV.  Item 14  ___Exhibits, Financial Statement Schedules and Reports   
                      on Form 8-K.......................................... 11
          Signatures....................................................... 15


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<PAGE>

                                     PART I.
Item 1. Business

General

      Fleet Financial Group, Inc. (the "Registrant," "Corporation" or "Fleet")
is a diversified financial services company organized under the laws of the
State of Rhode Island. Fleet is a legal entity separate and distinct from its
subsidiaries, assisting such subsidiaries by providing financial resources and
management. By most measures, Fleet is among the twelve largest bank holding
companies in the United States, with total assets of $85.5 billion at December
31, 1997. Fleet has approximately 34,000 employees.

      Fleet reported net income for 1997 of $1.30 billion, or $4.74 per diluted
share. This compared to net income of $1.14 billion, or $3.98 per diluted share
in 1996. For a more detailed discussion of the Corporation's financial results,
see "Management's Discussion and Analysis" (pages 21-39) of the Corporation's
1997 Annual Report to Shareholders, which is incorporated by reference herein.

      Fleet is engaged in general commercial banking and investment management
business throughout the states of Rhode Island, New York, Connecticut,
Massachusetts, New Jersey, Maine, and New Hampshire through its banking
subsidiaries: Fleet National Bank ("FNB"); Fleet Bank, National Association
("FB,NA"); Fleet Bank of Maine ("Fleet-Maine"); and Fleet Bank-NH ("Fleet-NH").
All of the subsidiary banks are members of the Federal Reserve System, and the
deposits of each are insured by the Federal Deposit Insurance Corporation
("FDIC") to the extent provided by law. The Corporation also has a thrift
subsidiary, Fleet Bank, F.S.B. ("Fleet-FSB") located in Boca Raton, Florida.

      Fleet also provides, through its subsidiaries, a variety of financial
services, including mortgage banking, asset-based lending, consumer finance,
real estate financing, securities brokerage services, capital market services
and investment banking, investment advice and management, data processing and
student loan servicing.

      On February 20, 1998, the Corporation acquired the consumer credit card
operations of Advanta Corporation ("Advanta"). The Advanta acquisition provided
approximately $11.5 billion of managed credit card receivables.

      On February 1, 1998, the Corporation acquired The Quick & Reilly Group,
Inc. ("Quick & Reilly"), a national discount brokerage firm. The transaction was
accounted for as a pooling-of-interests. Under the terms of the Quick & Reilly
merger, approximately 22 million Fleet common shares were exchanged for all of
the outstanding Quick & Reilly common shares at an exchange ratio of 0.578
shares of Fleet for each share of Quick & Reilly.

      On December 10, 1997, Fleet consummated its acquisition of Columbia
Management Company ("Columbia"), a Portland, Oregon-based asset management
company with approximately $21 billion of assets under management. Fleet
accounted for this acquisition under the purchase method of accounting.

      On May 1, 1996, the Corporation acquired from National Westminster Plc
substantially all of the net assets of certain subsidiaries of NatWest Bancorp
("NatWest"). The former NatWest Bank was merged into FB,NA. The acquisition of
NatWest contributed approximately $13 billion and $18 billion of loans and
deposits, respectively, and approximately 300 branches in New York and New
Jersey. The transaction was accounted for using the purchase method of
accounting.

      On November 30, 1995, the merger of Fleet and Shawmut National Corporation
("Shawmut") was completed and was accounted for as a pooling-of-interests. Fleet
exchanged approximately 105 million common shares for all the outstanding shares
of Shawmut at an exchange ratio of 0.8922 shares of Fleet for each share of
Shawmut.

      The Corporation is managed along the following business lines, as more
particularly described in "Management's Discussion and Analysis" (pages 26-28):
Consumer Banking, Commercial Financial Services, Investment Services, Treasury,
Mortgage Banking/Venture Capital and Financial Services.

      Consumer Banking includes retail banking and small business services
through the Fleet business and entrepreneurial services group. Retail banking
offers consumer banking services through its network of over 1,200 branches
located throughout the Northeast. Fleet customers can conveniently manage their
financial resources and transact business at any branch office in New England,
New York and New Jersey. These branches offer a full range of financial services
and products including an expanded offering of mutual funds and insurance
products through a newly formed alliance with The Travelers. By expanding its
product offerings, Fleet continues to meet its customers' changing needs and
provide greater opportunities to cross-sell its existing customer base and
further leverage its extensive branch network. Fleet's business and


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<PAGE>

entrepreneurial services group provides a full range of accounts and services
aimed at businesses with annual sales up to $10 million. Fleet is the leading
small-business lender in New England and ranks sixth nationwide.

      Commercial Financial Services provides a full range of credit and banking
services to more than 40,000 corporate, middle-market, real estate, government
and leasing customers. In addition to traditional credit products, Fleet
supports commercial customers with corporate finance, cash management, trade
services, corporate trust, foreign exchange, interest-rate protection, and
investment products. Fleet's corporate finance business assists commercial
customers with capital formation, acquisition finance, and long-term financial
strategies. Fleet enjoys a strong regional and national presence with several
specialty businesses with national scope complementing a client base which is
largely based in the Northeast. Fleet is a recognized leader in national and
regional government banking, providing deposit gathering activities, tax
processing, cash management and, through Fleet Securities, Inc., underwriting
and municipal advisory services to state and local governments.

      Investment Services comprises Fleet's private clients group, retirement
plan services, discount brokerage unit, retail investment services,
not-for-profit institutional asset services, and Fleet Investment Advisors. The
private clients group focuses on high-net worth customers and offers a broad
array of asset management, estate settlement, deposit and credit products.
Retirement plan services focuses on investment management and fiduciary
activities with special emphasis on 401(k) plans. Retail investment services
manages Fleet's mutual fund product set, including fixed and variable annuity
products and Fleet's Galaxy Funds family of mutual funds. Not-for-profit
institutional asset services is a full-service investment management service
that includes endowment management, custody, trust and other services. Fleet's
investment advisors unit has $77 billion in assets under management including
$21 billion in assets under management from the recently acquired Columbia
Management Company.

      Treasury includes capital market products and services that primarily
support commercial customers including interest-rate risk-management needs and
foreign exchange. Treasury also manages the Corporation's securities and
residential mortgage portfolios, trading operations, asset-liability management
function and wholesale funding needs.

      Mortgage Banking/Venture Capital businesses include mortgage banking and
Fleet Private Equity. Fleet's mortgage banking business originates, sells and
services first mortgage products across multiple customer segments through its
extensive network of correspondents, brokers, telemarketing and retail channels.
Fleet Private Equity provides private equity capital to management teams to
acquire, recapitalize or grow private and public companies.

      Financial Services includes student loan processing, credit card services
and technology banking. Fleet services 5.5 million accounts nationwide for
approximately 700 colleges, universities, and financial institutions through its
student loan processing subsidiary, AFSA. Fleet is the largest third-party
servicer in the country with $34 billion of student loans serviced. Fleet is
also expanding its presence nationally in the credit card business with its
recent acquisition of the consumer credit card operations of Advanta. Fleet will
merge its existing consumer credit card business with that of Advanta.
Technology banking includes such alternative delivery vehicles as ATMs,
telephone banking, debit-card programs, and Fleet's internet Web site. Aimed at
meeting the changing needs of consumers, these channels offer customers quick
and convenient access to Fleet products and services from virtually anywhere in
the country. Fleet's total ATM network now includes over 2,400 machines.

Competition

      The Corporation's subsidiaries are subject to intense competition in all
aspects of the businesses in which they compete from domestic and foreign banks,
equipment leasing companies, finance companies, securities and investment
advisory firms, real estate financing companies, mortgage banking companies, and
other financial institutions. The Corporation principally competes on interest
rates and other terms of financing arrangements, including specialized customer
services and various banking arrangements and conveniences designed to attract
depositors, borrowers, and other customers.

Supervision and Regulation

      Banking is a highly regulated industry, with numerous federal and state
laws and regulations governing the organization and operation of banks and their
affiliates. As a bank holding company, Fleet is subject to regulation by the
Board of Governors of the Federal Reserve System (the "Federal Reserve Board")
under the Bank Holding Company Act of 1956, as amended (the "BHCA"). Fleet-Maine
and Fleet-NH, as state-chartered member banks, are subject to regulation by the
Federal Reserve Board and bank regulators in their respective states. FB,NA and
Fleet National Bank are national banks subject to regulation and supervision by
the Office of the Comptroller of the Currency (the "OCC"). Fleet-FSB is a
federal savings association subject to regulation and supervision by the Office
of Thrift Supervision (the "OTS"). Each subsidiary


                                       4
<PAGE>

bank's deposits are insured by the FDIC and each bank subsidiary is a member of
the Federal Reserve System. Fleet is also subject to the reporting and other
requirements of the Securities Exchange Act of 1934 (the "Exchange Act").

      The BHCA requires that Fleet obtain prior approval from the Federal
Reserve Board for bank and nonbank acquisitions and restricts the business
operations permitted to Fleet. The BHCA also restricts the acquisition of shares
of out-of-state banks unless the acquisition is specifically authorized by the
laws of the state in which the bank to be acquired is located. In addition,
Fleet's bank subsidiaries must obtain prior approval from their respective
primary regulators for most acquisitions. Virtually all aspects of the
subsidiary banks' businesses are subject to regulation and examination,
depending on the charter of the particular banking subsidiary, by the Federal
Reserve Board, the OCC, the OTS, the FDIC, the banking regulatory agencies of
the states in which they operate, or a combination of the above.

      As a result of the enactment of the Financial Institutions Reform,
Recovery, and Enforcement Act ("FIRREA") on August 9, 1989, any or all of
Fleet's subsidiary banks can be held liable for any loss incurred by, or
reasonably expected to be incurred by, the FDIC after August 9, 1989, in
connection with (a) the default of any other of Fleet's subsidiary banks or (b)
any assistance provided by the FDIC to any other of Fleet's subsidiary banks in
danger of default. "Default" is defined generally as the appointment of a
conservator or receiver and "in danger of default" is defined generally as the
existence of certain conditions indicating that a "default" is likely to occur
without regulatory assistance.

      The Federal Deposit Insurance Corporation Improvement Act of 1991 (the
"FDICIA") provides for, among other things, increased funding for the Bank
Insurance Fund (the "BIF") of the FDIC and expanded regulation of depository
institutions and their affiliates, including parent holding companies. The
FDICIA provides the federal banking agencies with broad powers to take prompt
corrective action to resolve problems of insured depository institutions,
depending upon the particular institution's level of capital. The FDICIA
established five tiers of capital measurement for regulatory purposes ranging
from "well-capitalized" to "critically undercapitalized". A depository
institution may be deemed to be in a capitalization category that is lower than
is indicated by its actual capital position under certain circumstances. As of
December 31, 1997, all of Fleet's subsidiary banking institutions met the
requirements of a "well-capitalized" institution.

      The FDICIA, as amended, directs each federal banking agency to prescribe
safety and soundness standards for depository institutions relating to internal
controls, information systems, internal audit systems, loan documentation,
credit underwriting, interest rate exposure, asset growth, compensation,
asset-quality, earnings and stock valuation. Final interagency regulations to
implement these new safety and soundness standards were adopted by the federal
banking agencies. As of October 1, 1996, standards for asset quality and
earnings have been incorporated into the Interagency Guidelines Establishing
Standards for Safety and Soundness. The three standards for Safety and Soundness
established by the guidelines are (1) operational and managerial; (2)
compensation; and (3) asset quality, earnings and stock valuation. The ultimate
cumulative effect of these standards cannot currently be forecast.

      The FDICIA also contains a variety of other provisions that may affect
Fleet's operations, including new reporting requirements, regulatory standards
for real estate lending, "truth in savings" provisions, and the requirements
that a depository institution give 90 days' prior notice to customers and
regulatory authorities before closing any branch.

      Under the Federal Reserve Board's capital guidelines, the minimum ratio of
total capital to risk-adjusted assets (including certain off-balance sheet
items, such as standby letters of credit) is 8%. At least half of the total
capital is to be comprised of common equity, retained earnings, minority
interests in the equity accounts of consolidated subsidiaries and a limited
amount of cumulative and noncumulative perpetual preferred stock, less
deductible intangibles ("Tier 1 capital"). The remainder may consist of
perpetual debt, mandatory convertible debt securities, a limited amount of
subordinated debt, other preferred stock and a limited amount of loan loss
reserves ("Tier 2 capital"). In addition, the Federal Reserve Board requires a
leverage ratio (Tier 1 capital to average quarterly assets, net of goodwill) of
3% for bank holding companies that meet certain specified criteria, including
that they have the highest regulatory rating. The rule indicates that the
minimum leverage ratio should be 1% to 2% higher for holding companies
undertaking major expansion programs or that do not have the highest regulatory
rating. Fleet's banking subsidiaries are subject to similar capital requirements
except that preferred stock must be noncumulative to qualify as Tier 1 capital.
Under federal banking laws, failure to meet the minimum regulatory capital
requirements could subject a banking institution to a variety of enforcement
remedies available to federal regulatory authorities, including the termination
of deposit insurance by the FDIC and seizure of the institution. As of December
31, 1997, Fleet's capital ratios exceeded all minimum regulatory capital
requirements.

      The federal banking agencies continue to consider capital requirements
applicable to banking organizations. Effective January 1, 1997, with compliance
by January 1, 1998, national banks with significant exposure to market risk must
maintain 


                                       5
<PAGE>

adequate capital to support that exposure. The OCC may apply this provision to
any national bank if the OCC deems it appropriate for safe and sound practices.

      Fleet is a legal entity separate and distinct from its subsidiaries. The
ability of holders of debt and equity securities of Fleet to benefit from the
distribution of assets of any subsidiary upon the liquidation or reorganization
of such subsidiary is subordinate to prior claims of creditors of the subsidiary
(including depositors in the case of banking subsidiaries) except to the extent
that a claim of Fleet as a creditor may be recognized. There are various
statutory and regulatory limitations on the extent to which banking subsidiaries
of Fleet can finance or otherwise transfer funds to Fleet or its nonbanking
subsidiaries, whether in the form of loans, extensions of credit, investments or
asset purchases. Such transfers by any subsidiary bank to Fleet or any
nonbanking subsidiary are limited in amount to 10% of the bank's capital and
surplus and, with respect to Fleet and all such nonbanking subsidiaries, to an
aggregate of 20% of each such bank's capital and surplus. Furthermore, loans and
extensions of credit are required to be secured in specified amounts and are
required to be on terms and conditions consistent with safe and sound banking
practices.

      In addition, there are regulatory limitations on the payment of dividends
directly or indirectly to Fleet from its banking subsidiaries. Federal and state
regulatory agencies also have the authority to limit further Fleet's banking
subsidiaries payment of dividends based on other factors, such as the
maintenance of adequate capital for such subsidiary bank.

      Under the policy of the Federal Reserve Board, Fleet is expected to act as
a source of financial strength to each subsidiary bank and to commit resources
to support such subsidiary bank in circumstances where it might not do so absent
such policy. In addition, any subordinated loans by Fleet to any of the
subsidiary banks would also be subordinate in right of payment to deposits and
obligations to general creditors of such subsidiary bank. Further, the Crime
Control Act of 1990 amended the federal bankruptcy laws to provide that in the
event of the bankruptcy of Fleet, any commitment by Fleet to its regulators to
maintain the capital of a banking subsidiary will be assumed by the bankruptcy
trustee and entitled to a priority of payment.

      On September 29, 1994, President Clinton signed the Riegle-Neal Interstate
Banking and Branching Efficiency Act of 1994 (the "IBBEA") into law.
Notwithstanding state law to the contrary, the IBBEA authorizes interstate
acquisitions of banks and bank holding companies without geographic limitation
beginning September 29, 1995. In addition, beginning June 1, 1997, the IBBEA
authorizes mergers of banks in one state with banks in another state as long as
neither of the states has "opted in" of interstate branching between the date
of enactment of the IBBEA and May 31, 1997. The IBBEA enabled states to enact
laws permitting interstate bank merger and acquisitions transactions prior to
June 1, 1997 ("opting to"). Connecticut, Massachusetts, New Jersey, New York and
Rhode Island, which are among the states in which Fleet subsidiaries conduct
banking operations, have adopted legislation opting into the interstate banking
provisions of the Interstate Act. In 1996, Fleet merged its banking subsidiaries
in Connecticut, Massachusetts and Rhode Island. In 1997, it merged the resulting
bank with one of its banking subsidiaries in New York in order to achieve cost
savings and to increase convenience to its customers in those states. The
Corporation is currently considering the potential benefits in cost savings and
convenience to its customers that might be achieved through combinations of two
or more of its banking subsidiaries.

      The banking industry is also affected by the monetary and fiscal policies
of the federal government, including the Federal Reserve Board, which exerts
considerable influence over the cost and availability of funds obtained for
lending and investing. Proposals to change the laws and regulations governing
the operations and taxation of banks, companies that control banks, and other
financial institutions are frequently raised in Congress, in the state
legislatures, and before various bank regulatory authorities. The likelihood of
any major changes and the impact such changes might have on Fleet are impossible
to determine.

      See "Note 18. Commitments, Contingencies and Other Disclosures" (pages
61-62) and "Note 19. Regulatory Matters" (pages 62-63) of the Notes to
Consolidated Financial Statements and the "Liquidity Risk" (pages 37-38) and
"Capital" (pages 38-39) sections of Management's Discussion and Analysis in the
1997 Annual Report to Shareholders (each of which are incorporated by reference
herein) for information concerning restrictions on the banking subsidiaries'
ability to pay dividends and other regulatory matters and legal proceedings.


                                       6
<PAGE>

Statistical Information by Bank Holding Companies

            The following information from the following portions of the 1997
      Annual Report to Shareholders is incorporated by reference herein:

            "Rate/Volume Analysis" table (page 65) for changes in the
      taxable-equivalent interest income and expense for each major category of
      interest-earning assets and interest-bearing liabilities.

            "Consolidated Average Balances/Interest Earned-Paid/Rates 1993-1997"
      table (pages 66-67) for average balance sheet amounts, related
      taxable-equivalent interest earned or paid, and related average yields and
      rates paid.

            "Note 3. Securities" of the Notes to Consolidated Financial
      Statements (page 49) for information regarding book values, market values,
      maturities, and weighted average yields of securities (by category).

            "Note 4. Loans" of the Notes to the Consolidated Financial
      Statements (page 50) for distribution of loans of the Registrant.

            "Loan Maturity" table and "Interest Sensitivity of Loans Over One
      Year" table (page 67) for maturities and sensitivities of loans to changes
      in interest rates.

            "Note 6. Nonperforming Assets" (pages 50-51) and "Note 1. Summary of
      Significant Accounting Policies - Loans" (page 46) of the Notes to
      Consolidated Financial Statements for information on nonaccrual, past due,
      and restructured loans and the Registrant's policy for placing loans on
      nonaccrual status.

            "Loans" section of Management's Discussion and Analysis (pages
      29-30) for information regarding loan concentrations of the Registrant.

            "Reserve for Credit Losses" section of Management's Discussion and
      Analysis (pages 31-32) for the analysis of loss experience, the allocation
      of the reserve for credit losses, and a description of factors which
      influenced management's judgment in determining the amount of additions to
      the allowance charged to operating expense.

            "Consolidated Average Balances/Interest Earned-Paid/Rates 1993-1997"
      table (pages 66-67) and the "Funding Sources" section of Management's
      Discussion and Analysis (page 32) for deposit information.

            "Selected Financial Highlights" (page 1) for return on assets,
      return on equity, common dividend payout ratio, and equity to asset ratio.

            "Note 9. Short-Term Borrowings" of the Notes to Consolidated
      Financial Statements (page 52) for information on short-term borrowings of
      the Registrant.

Item 2. Properties

      The Registrant maintains its corporate headquarters at One Federal Street,
Boston, Massachusetts. The Registrant or its subsidiaries also maintain
principal offices at 111 Westminster Street, Providence, Rhode Island, 777 Main
Street, Hartford, Connecticut, and 75 State Street, Boston, Massachusetts. In
addition, the Registrant or its subsidiaries maintain operation centers located
in: Kingston, Melville, Utica, Albany, West Seneca and Menands, New York;
Malden, Massachusetts; Moosic, Pennsylvania; Milwaukee, Wisconsin; Providence,
Rhode Island; and Hartford, Connecticut.

      As of December 31, 1997, the Registrant's subsidiaries also operated
approximately 1,444 offices, of which approximately 703 are owned and 741 are
leased from others.

Item 3. Legal Proceedings

      Information regarding legal proceedings of the Registrant is incorporated
by reference herein from "Note 18. Commitments, Contingencies and Other
Disclosures" (pages 61- 62) of the Registrant's 1997 Annual Report to
Shareholders.


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<PAGE>

Item 4. Submission of Matters to a Vote of Security Holders

      There were no matters submitted to a vote of security holders in the
fourth quarter of 1997.

PART II.

Item 5. Market for the Registrant's Common Stock and Related Stockholder Matters

      For information regarding the New York Stock Exchange, high and low
quarterly sales prices, and quarterly dividends declared and paid, in each case
on Fleet's common stock, see the "Common Stock Price and Dividend Information"
table (page 66) of the Registrant's 1997 Annual Report to Shareholders, which is
incorporated by reference herein. At December 31, 1997, Fleet had 54,540
stockholders of record.

Item 6. Selected Financial Data

      The information set forth in "Selected Financial Highlights" (page 1) of
the Registrant's 1997 Annual Report to Shareholders is incorporated by reference
herein.

Item 7. Management's Discussion and Analysis of Financial Condition and Results
        of Operations

      The information set forth in "Management's Discussion and Analysis" (pages
21-39) of the Registrant's 1997 Annual Report to Shareholders is incorporated by
reference herein.

Cautionary Statement

      This Annual Report on Form 10-K (including the information incorporated by
reference herein) contains statements relating to future results of the
Corporation (including certain projections and business trends) that are
considered "forward-looking statements" as defined in the Private Securities
Litigation Reform Act of 1995. Actual results may differ materially from those
projected as a result of certain risks and uncertainties, including but not
limited to changes in political and economic conditions, either nationally or in
the states in which the Corporation conducts its business; interest rate
fluctuations; competitive product and pricing pressures within the Corporation's
market; equity and bond market fluctuations; personal and corporate customers'
bankruptcies; inflation; lower than expected savings associated with
acquisitions and integrations of acquired businesses; adverse legislation or
regulatory changes affecting the businesses in which Fleet is engaged; as well
as other risks and uncertainties detailed from time to time in the filings of
the Corporation with the Securities and Exchange Commission.

      Fleet regularly evaluates the potential acquisition of, and holds
discussions with, various potential acquisition candidates. As a general rule,
Fleet publicly announces such acquisitions only after a definitive agreement has
been reached. As a matter of policy, Fleet generally does not make any specific
projections as to future earnings nor does Fleet endorse any projections
regarding future performance which may be made by others.

      The Corporation continues to monitor the financial developments in Asian
economies. The Corporation has certain relationships with customers in the Asian
marketplace. These relationships contain both market and credit risks. Fleet's
exposure to the Asian market as of March 12, 1998 was less than $100 million and
related primarily to short-term trade related financings.

Item 8. Financial Statements and Supplementary Data

      The following information set forth in the Registrant's 1997 Annual Report
to Shareholders is incorporated by reference herein:

      The Consolidated Financial Statements, together with the report thereon by
KPMG Peat Marwick LLP (pages 41-45); the "Notes to the Consolidated Financial
Statements" (pages 46-64); and the unaudited information presented in the
"Quarterly Summarized Financial Information" table (page 65).


                                       8
<PAGE>
Item 9. Changes in and Disagreements with Accountants on Accounting and
        Financial Disclosure

      There were no changes in or disagreements with accountants on accounting
and financial disclosure as defined by Item 304 of Regulation S-K.

PART III.

Item 10. Directors and Executive Officers of the Registrant

      The information set forth under the captions "Election of Directors"
(pages 3-10), "Certain Information Regarding the Board of Directors - Meetings
and Committees" (page 11), "Compensation of Executive Officers -- Severance
Agreements and Employment Contracts" (pages 24-25), and "Other Information
Relating to Directors, Nominees and Executive Officers" (pages 25-26) in the
Registrant's Proxy Statement with respect to the name of each nominee or
director, his or her age, his or her positions and offices with the Registrant,
his or her service on the Registrant's Board, any arrangement or understanding
pursuant to which he or she has or is to be selected as a director or nominee,
his or her business experience, his or her directorships held in other public
companies, certain family relationships and involvement in certain legal
proceedings is incorporated by reference herein.

      The names, positions, ages and business experience during the past five
years of the executive officers of the Corporation as of March 1, 1998 are set
forth below. The term of office of each executive officer extends until the
annual meeting of the Board of Directors, and until a successor is chosen and
qualified or until they shall have resigned, retired, or have been removed.

<TABLE>
<CAPTION>
                                                                                         Age as of
Name                       Positions with the Corporation                              March 1, 1998
----                       ------------------------------                              -------------
<S>                        <C>                                                               <C>
Terrence Murray..........  Chairman and Chief Executive Officer                              58
Robert J. Higgins........  President and Chief Operating Officer                             52
H. Jay Sarles.. .........  Vice Chairman and Chief Administrative Officer                    52
David L. Eyles...........  Vice Chairman and Chief Credit Policy Officer                     58
Eugene M. McQuade........  Vice Chairman and Chief Financial Officer                         49
Gunnar S. Overstrom, Jr..  Vice Chairman                                                     55
Michael R. Zucchini......  Vice Chairman and Chief Technology Officer                        51
William C. Mutterperl....  Executive Vice President, Secretary and General Counsel           51
M. Anne Szostak..........  Executive Vice President                                          47
Anne M. Finucane.........  Senior Vice President                                             45
Robert B. Hedges, Jr.....  Senior Vice President                                             39
Douglas L. Jacobs........  Senior Vice President and Treasurer                               50
Brian T. Moynihan........  Senior Vice President, Corporate Strategy and Development         38
Robert C. Lamb, Jr.......  Controller and Chief Accounting Officer                           42
</TABLE>

      Terrence Murray joined Fleet in 1962. After serving in various capacities
for Fleet National Bank and the Corporation, in 1978, he was elected President
of the Corporation. He became Chairman of the Board of Directors and Chief
Executive Officer of the Corporation in 1982. He has continued to serve in that
capacity, except in 1988 following the Norstar acquisition when he served as
President and Chief Operating Officer, and following the Shawmut acquisition
until December 1996, when Mr. Murray served as President and Chief Executive
Officer. Mr. Murray has been a Director of Fleet since 1976.

      Robert J. Higgins joined Fleet National Bank in 1971 and was elected
President in 1986. In 1984, he was named a Vice President of the Corporation. In
1989, he was named an Executive Vice President of the Corporation and Chief
Executive Officer of Fleet National Bank. In 1993, he was named a Vice Chairman
of the Corporation and is currently responsible for the commercial services and
consumer banking divisions. In 1997, Mr. Higgins was named President and Chief
Operating Officer of the Corporation.

      H. Jay Sarles is in charge of strategic planning, mergers and
acquisitions, staff support functions, credit card operations, venture capital,
and mortgage banking. Mr. Sarles joined Fleet National Bank in 1968. In 1980, he
was appointed a Vice President of the Corporation. Mr. Sarles was appointed
Executive Vice President of the Corporation in February of 1986. In 1991, Mr.
Sarles became President and Chief Executive Officer of Fleet Banking Group, Inc.
In March 1993, he was named 


                                       9
<PAGE>

a Vice Chairman of the Corporation. In 1996, Mr. Sarles was named Chairman of
Fleet Bank, National Association. In 1997, Mr. Sarles was named Chief
Administrative Officer of the Corporation.

      David L. Eyles is the Chief Credit Policy Officer of the Corporation.
Between 1988 and 1991, he was Vice Chairman and Chairman of the Credit Policy
Committee at Mellon Bank Corporation/Mellon Bank, N.A. Mr. Eyles joined Shawmut
in 1992 and served as Vice Chairman and Chief Credit Policy Officer. In 1995,
Mr. Eyles was named Executive Vice President of the Corporation. In 1998, he was
named a Vice Chairman of the Corporation.

      Eugene M. McQuade joined the Corporation in 1992 as Senior Vice
President-Finance. From 1980 to 1991, Mr. McQuade served in various capacities
with Manufacturers Hanover Corporation and Manufacturers Hanover Trust Company,
having served as its Executive Vice President and Controller from 1985 to 1991.
In March 1993, Mr. McQuade was named an Executive Vice President of the
Corporation and in July 1993 was elected as Chief Financial Officer. In 1997,
Mr. McQuade was named a Vice Chairman.

      Gunnar S. Overstrom is a Vice Chairman of the Corporation responsible for
investment services. Prior to the merger of Shawmut with Fleet in 1995, Mr.
Overstrom, who joined Shawmut in 1975, served in various capacities at Shawmut,
including Chairman, Chief Executive Officer and Director of its banking
subsidiaries, as well as President and Chief Operating Officer of Shawmut
Corporation from 1988 to 1995.

      Michael R. Zucchini is responsible for the financial services division and
national consumer businesses. Mr. Zucchini joined the Corporation in 1987 as
Executive Vice President and Chief Information Officer responsible for all data
processing activities of the Corporation and its subsidiaries. Since 1974, Mr.
Zucchini had served in various capacities for General RE Corp., Stamford,
Connecticut. In 1993, Mr. Zucchini was named a Vice Chairman of the Corporation.
In 1997, Mr. Zucchini was named Chief Technology Officer.

      William C. Mutterperl joined Fleet National Bank in 1977. In June 1985,
Mr. Mutterperl was named Vice President, Secretary and General Counsel of the
Corporation. In 1989, Mr. Mutterperl was named a Senior Vice President of the
Corporation. In 1998, Mr. Mutterperl was named an Executive Vice President of
the Corporation.

      M. Anne Szostak joined Fleet National Bank in 1973. In 1988 she was named
Vice President of Human Resources for the Corporation. In 1991 she was named
Chairman, President and Chief Executive Officer of Fleet-Maine. In 1994, Ms.
Szostak was named Senior Vice President, Human Resources, of the Corporation. In
1998, Ms. Szostak was named an Executive Vice President of the Corporation.

      Anne M. Finucane joined Fleet in 1995 as Senior Vice President and
Director of Corporate Marketing and Corporate Communications from her own
consulting firm. From 1980 to 1994, Ms. Finucane held various executive
positions at the advertising agency of Hill, Holliday, Connors, Cosmopulos, Inc.

      Robert B. Hedges, Jr. is a Senior Vice President responsible for Fleet's
retail distribution channels. Mr. Hedges joined Shawmut in 1993 from First
Manhattan Consulting Group, where he was Vice President from 1992 to 1993. From
1983 to 1992, Mr. Hedges was Vice President and banking practice leader of the
MAC Group, a consulting firm specializing in management consulting.

      Douglas L. Jacobs joined Fleet Mortgage Group in 1988 as Executive Vice
President in charge of secondary marketing. Prior to joining Fleet, Mr. Jacobs
worked in a variety of positions at Citicorp. Mr. Jacobs was named Director of
Capital Markets in 1994 and in 1995 was named Treasurer. Mr. Jacobs is
responsible for all funding, investment portfolio, capital markets trading and
asset/liability functions. In 1998, Mr. Jacobs was named a Senior Vice President
of the Corporation.

      Brian T. Moynihan joined the Corporation in 1993 as Deputy General
Counsel. In March 1994, he was named Managing Director, Corporate Strategy and
Development for the Corporation. From 1991 to 1993, Mr. Moynihan was a partner
in the law firm of Edwards & Angell, where he had been an associate since 1984.
In 1998, Mr. Moynihan was named a Senior Vice President of the Corporation.

      Robert C. Lamb, Jr. is the Controller and Chief Accounting Officer for the
Corporation. Mr. Lamb joined the Corporation in 1986 as Controller of its data
processing subsidiary and was subsequently named Controller of Fleet Services
Corporation in 1988. Mr. Lamb was appointed Controller of another affiliate,
Fleet Credit Corporation, in 1990 and in 1991 was named Senior Vice President
and Chief Financial Officer of RECOLL Management Corporation, Fleet's management
and collection subsidiary. In April 1993, Mr. Lamb was named Controller of the
Corporation.


                                       10
<PAGE>

Item 11. Executive Compensation

      Pursuant to Instruction G of Form 10-K and Item 402 of Regulation S-K,
information set forth in the following sections of the Corporation's Proxy
Statement is incorporated by reference herein: "Compensation of Directors"
(pages 11-12), "Compensation of Executive Officers" (pages 19-25) and
"Compensation Committee Interlocks and Insider Participation" (page 26). Such
incorporation by reference shall not be deemed to specifically incorporate by
reference the information required by Item 402 (a)(8) of Regulation S-K.

Item 12. Security Ownership of Certain Beneficial Owners and Management

      Pursuant to Instruction G of Form 10-K and Item 403 of Regulation S-K,
information set forth in the following sections of the Corporation's Proxy
Statement is incorporated by reference herein: "Security Ownership of Certain
Beneficial Owners" (page 2) and "Security Ownership of Directors and Executive
Officers" (pages 13-14).

Item 13. Certain Relationships and Related Transactions

      Pursuant to Instruction G of Form 10-K and Item 404 of Regulation S-K,
information set forth under "Indebtedness and Other Transactions" (pages 25-26)
in the Corporation's Proxy Statement is incorporated by reference herein.

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a)(1).  The financial statements of Fleet required in response to this Item are
         listed in response to Item 8 of this Report and are incorporated by
         reference herein.

(a)(2).  All schedules to the consolidated financial statements required by
         Article 9 of Regulation S-X and all other schedules to the financial
         statements of the Registrant have been omitted because the information
         is either not required, not applicable, or is included in the financial
         statements or notes thereto.

(a)(3).  See the exhibits listed below.

(b)      Eight Current Reports on Form 8-K were filed from October 1, 1997 to
         the date of this Report:

         - Current Report on Form 8-K dated October 15, 1997 announcing third
           quarter earnings.

         - Current Report on Form 8-K dated November 10, 1997 authorizing the
           sale of and establishing the terms of $2 billion of Senior
           Medium-Term Notes and Subordinated Medium-Term Notes under
           Registration Statement No. 333-37231.

         - Current Report on Form 8-K dated December 10, 1997 reporting the sale
           of 10,750,000 shares of common stock at a price to the public of
           $70.375 per share.

         - Current Report on Form 8-K dated January 15, 1998 announcing fourth
           quarter earnings.

         - Current Report on Form 8-K dated January 15, 1998 reporting the sale
           of $500 million 6 7/8% Subordinated Debentures Due 2028.

         - Current Report on Form 8-K dated January 26, 1998 reporting the sale
           of 4,800,000 7.05% Trust Originated Preferred Securities.

         - Current Report on Form 8-K dated February 2, 1998 reporting the
           consummation of the Quick & Reilly merger.

         - Current Report on Form 8-K dated March 6, 1998 filing Management's
           Discussion and Analysis, Supplemental Financial Information and the
           Audited Financial Statements and Notes thereto as of December 31,
           1997.


                                       11
<PAGE>

(c)   Exhibit Index

  Exhibit
  Number
  ------

   2(a)    Agreement and Plan of Merger dated December 19, 1995 between the 
           Registrant and National Westminster Bank Plc ("NatWest")          (1)
           
   2(b)    First Amendment to Agreement and Plan of Merger dated May 1, 
           1996 between the Registrant and NatWest                           (2)
           
   3(a)    Restated Articles of Incorporation of the Registrant              (3)
           
   3(b)    Certificate of Designations establishing the Registrant's 
           Series V 7.25% Perpetual Preferred Stock                          (4)
           
   3(c)    Certificate of Designations establishing the Registrant's 
           Series VI 6.75% Perpetual Preferred Stock                         (5)
           
   3(d)    Certificate of Designations establishing the Registrant's 
           Series VII Fixed/Adjustable Rate Cumulative Preferred Stock       (6)
           
   3(e)    Certificate of Designations establishing Registrant's 
           Series VIII Fixed/Adjustable Rate Noncumulative Preferred Stock   (7)
           
   3(f)    By Laws of the Registrant, as amended                             (8)
           
   4(a)    Rights Agreement dated November 21, 1990 as amended by First 
           Amendment to Rights Agreement dated March 28, 1991, a Second 
           Amendment to Rights Agreement dated July 12, 1991, and a Third 
           Amendment to Rights Agreement dated February 20, 1995             (9)
   4(b)    Instruments defining the rights of security holders, 
           including indentures                                             (10)
   4(c)    Form of Rights Certificate for stock purchase rights issued to 
           Whitehall Associates, L.P., and KKR Partners II, L.P.            (11)
  10(a)*   Form of Change in Control Agreement together with Schedule of 
           Persons who have entered into such contracts
  10(b)*   Form of Change in Control Agreement with Gunnar S. 
           Overstrom, Jr.                                                   (12)
  10(c)    Stock Purchase Agreement dated July 12, 1991 among Registrant 
           and Whitehall Associates, L.P., and KKR Partners II, L.P.        (13)
  10(d)    Exchange Agreement dated December 31, 1995 among Registrant 
           and Whitehall Associates, L.P., and KKR Partners II, L.P.        (14)
  10(e)*   Supplemental Compensation Plan for former Norstar directors      (15)
  10(f)*   Fleet Financial Group Directors Retirement Plan                  (16)
  10(g)*   Supplemental Executive Retirement Plan                           (17)
  10(h)*   1994 Performance-Based Bonus Plan for the Named Executive 
           Officers                                                         (18)
  10(i)*   Amended and Restated 1992 Stock Option and Restricted Stock Plan (19)
  10(j)*   Employment Agreement dated as of February 20, 1995 between
           Registrant and Joel B. Alvord                                    (20)
  10(k)*   Employment Agreement dated as of February 20, 1995 between 
           Registrant and Gunnar S. Overstrom, Jr.                          (21)
  10(l)*   Shawmut National Corporation Stock Option and Restricted Stock 
           Award Plan (assumed by Registrant on November 30, 1995)          (22)
  10(m)*   Shawmut National Corporation Secondary Stock Option and 
           Restricted Stock Award Plan (assumed by Registrant on 
           November 30, 1995)                                               (23)
  10(n)*   Shawmut National Corporation 1989 Nonemployees Directors' 
           Restricted Stock Plan (assumed by Registrant on 
           November 30, 1995)                                               (24)
  10(o)*   1995 Restricted Stock Plan                                       (25)
  10(p)*   Executive Deferred Compensation Plan No. 1                       (26)
  10(q)*   Executive Deferred Compensation Plan No. 2                       (27)
  10(r)*   Executive Supplemental Plan                                      (28)
  10(s)*   Retirement Income Assurance Plan                                 (29)
  10(t)*   Trust Agreement for the Executive Deferred Compensation Plans 
           No. 1 and 2                                                      (30)
  10(u)*   Trust Agreement for the Executive Supplemental Plan              (31)
  10(v)*   Trust Agreement for the Retirement Income Assurance Plan and 
           the Supplemental Executive Retirement Plan                       (32)
  10(w)*   Employment Agreement dated September 16, 1997 between Thomas C. 
           Quick and The Quick & Reilly Group, Inc. (assumed by a subsidiary 
           of the Registrant on February 1, 1998) 
  10(x)*   Letter Agreement dated April 16, 1997 between Registrant and 
           Gunnar S. Overstrom, Jr. amending Employment Agreement and 
           Change of Control Agreement, each dated February 20, 1995        (33)
  10(y)*   Amendment One to Supplemental Executive Retirement Plan          (34)
  10(z)*   Stock Unit Contract dated December 17, 1997 between Registrant
           and Terrence Murray 
  10(aa)*  Fleet Financial Group, Inc./Quick & Reilly Group, Inc. Stock 
           Option Plan, as amended by Amendment No. 1 to Fleet Financial 
           Group, Inc./Quick & Reilly Group, Inc. Stock Option Plan and 
           Amendment No. 2 to Fleet Financial Group, Inc./Quick & 
           Reilly Group, Inc. Stock Option Plan                             (35)
  11       Statement re:  computation of per share earnings
  12       Statement re:  computation of ratios
  13       1997 Annual Report to Shareholders                               (36)
  21       Subsidiaries of the Registrant
  23       Independent Auditors' Consent
  27       1997 Financial Data Schedule
  27 (a)   1996 Financial Data Schedule
  27 (b)   1995 Financial Data Schedule

----------

*Management contract, or compensatory plan or arrangement


                                       12
<PAGE>

(1)   Incorporated by reference to Exhibit 2 of Registrant's Form 8-K Current
      Report dated December 19, 1995.

(2)   Incorporated by reference to Exhibit 2 of Registrant's Form 8-K Current
      Report dated May 1, 1996.

(3)   Incorporated by reference to Exhibit 3(a) of Registrant's Form 10-K Annual
      Report for the fiscal year ended December 31, 1995.

(4)   Incorporated by reference to Exhibit 4(a) of Registrant's Form 8-K Current
      Report dated February 21, 1996.

(5)   Incorporated by reference to Exhibit 4(b) of Registrant's Form 8-K Current
      Report dated February 21, 1996.

(6)   Incorporated by reference to Exhibit 4(a) of Registrant's Form 8-K Current
      Report dated March 26, 1996.

(7)   Incorporated by reference to Exhibit 4(a) of Registrant's Form 8-K Current
      Report dated September 27, 1996.

(8)   Incorporated by reference to Exhibit 3(b) of Registrant's Form 10-K Annual
      Report for the fiscal year ended December 31, 1995.

(9)   Incorporated by reference to Registrant's Registration Statement Form 8-A
      dated November 29, 1990, as amended by an Amendment to Application on
      Report Form 8-A dated September 6, 1991, and as further amended by a Form
      8-A/A dated March 17, 1995.

(10)  Registrant has no instruments defining the rights of holders of equity or
      debt securities where the amount of securities authorized thereunder
      exceeds 10% of the total assets of the Registrant and its subsidiaries on
      a consolidated basis. Registrant hereby agrees to furnish a copy of any
      such instrument to the Commission upon request.

(11)  Incorporated by reference to Exhibit 4(c) of Registrant's Form 8-K Current
      Report dated July 12, 1991.

(12)  Incorporated by reference to Exhibit 10(b) of Registrant's Form 10-K
      Annual Report for the fiscal year ended December 31, 1995.

(13)  Incorporated by reference to Exhibit 4 of Registrant's Form 8-K Current
      Report dated July 12, 1991.

(14)  Incorporated by reference to Exhibit 2(b) of Registrant's Form 8-K Current
      Report dated December 19, 1995.

(15)  Incorporated by reference to Exhibit 10(i) of Registrant's Form 10-K
      Annual Report for the fiscal year ended December 31, 1993.

(16)  Incorporated by reference to Exhibit 10(j) of Registrant's Form 10-K
      Annual Report for the fiscal year ended December 31, 1993.

(17)  Incorporated by reference to Exhibit 10(d) of Registrant's Form 10-Q for
      the quarter ended June 30, 1996.

(18)  Incorporated by reference to Exhibit 10(h) of Registrant's Form 10-K
      Annual Report for the fiscal year ended December 31, 1994.

(19)  Incorporated by reference to Exhibit 10(i) of Registrant's Form 10-K
      Annual Report for the fiscal year ended December 31, 1996.

(20)  Incorporated by reference to Exhibit 10(j) of Registrant's Form 10-K
      Annual Report for the fiscal year ended December 31, 1995.


                                       13
<PAGE>

(21)  Incorporated by reference to Exhibit 10(k) of Registrant's Form 10-K
      Annual Report for the fiscal year ended December 31, 1995.

(22)  Incorporated by reference to Exhibit 10.1 of Shawmut's Form 10-K Annual
      Report for the fiscal year ended December 31, 1994.

(23)  Incorporated by reference to Exhibit 10(m) of Registrant's Form 10-K
      Annual Report for the fiscal year ended December 31, 1995.

(24)  Incorporated by reference to Shawmut's 1989 Proxy Statement dated March
      13, 1989.

(25)  Incorporated by reference to Exhibit 10(o) of Registrant's Form 10-K
      Annual Report for the fiscal year ended December 31, 1995.

(26)  Incorporated by reference to Exhibit 10(a) of Registrant's Form 10-Q for
      the quarter ended June 30, 1996.

(27)  Incorporated by reference to Exhibit 10(b) of Registrant's Form 10-Q for
      the quarter ended June 30, 1996.

(28)  Incorporated by reference to Exhibit 10(c) of Registrant's Form 10-Q for
      the quarter ended June 30, 1996.

(29)  Incorporated by reference to Exhibit 10(e) of Registrant's Form 10-Q for
      the quarter ended June 30, 1996.

(30)  Incorporated by reference to Exhibit 10(f) of Registrant's Form 10-Q for
      the quarter ended June 30, 1996.

(31)  Incorporated by reference to Exhibit 10(g) of Registrant's Form 10-Q for
      the quarter ended June 30, 1996.

(32)  Incorporated by reference to Exhibit 10(h) of Registrant's Form 10-Q for
      the quarter ended June 30, 1996.

(33)  Incorporated by reference to Exhibit 10(b) of Registrant's Form 10-Q for
      the quarter ended June 30, 1997.

(34)  Incorporated by reference to Exhibit 10(c) of Registrant's Form 10-Q for
      the quarter ended June 30, 1997.

(35)  Incorporated by reference to Exhibits 4.1, 4.2 and 4.3 of Registrant's
      Registration Statement on Form S-8 (File No. 333-42247).

(36)  Pertinent provisions are incorporated by reference to Exhibit 99 of
      Registrant's Form 8-K Current Report dated March 6, 1998.

(d)   Financial Statement Schedules - None.


                                       14
<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                           FLEET FINANCIAL GROUP, INC.
                                  (Registrant)

            /s/ Eugene M. McQuade                /s/ Robert C. Lamb, Jr.
    ------------------------------------    ------------------------------------
              Eugene M. McQuade                    Robert C. Lamb, Jr.
              Vice Chairman and                      Controller and
           Chief Financial Officer              Chief Accounting Officer
            Dated March 19, 1998                  Dated March 19, 1998

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant in the capacities indicated.

             /s/ Terrence Murray                  /s/ Raymond C. Kennedy
    ------------------------------------    ------------------------------------
         Terrence Murray, Chairman,            Raymond C. Kennedy, Director
    Chief Executive Officer and Director       

             /s/ Joel B. Alvord                    /s/ Robert J. Matura
    ------------------------------------    ------------------------------------
          Joel B. Alvord, Director              Robert J. Matura, Director

           /s/ William Barnet, III                  /s/ Arthur C. Milot
    ------------------------------------    ------------------------------------
        William Barnet, III, Director            Arthur C. Milot, Director

            /s/ Bradford R. Boss                /s/ Thomas D. O'Connor, Sr.
    ------------------------------------    ------------------------------------
         Bradford R. Boss, Director          Thomas D. O'Connor, Sr., Director

            /s/ Stillman B. Brown                 /s/ Michael B. Picotte
    ------------------------------------    ------------------------------------
         Stillman B. Brown, Director           Michael B. Picotte, Director

         /s/ Paul J. Choquette, Jr.                 /s/ Thomas C. Quick
    ------------------------------------    ------------------------------------
      Paul J. Choquette, Jr., Director           Thomas C. Quick, Director

              /s/ Kim B. Clark                       /s/ Lois D. Rice
    ------------------------------------    ------------------------------------
           Kim B. Clark, Director                 Lois D. Rice, Director

             /s/ John T. Collins                    /s/ John R. Riedman
    ------------------------------------    ------------------------------------
          John T. Collins, Director              John R. Riedman, Director

            /s/ James F. Hardymon                   /s/ Thomas M. Ryan
    ------------------------------------    ------------------------------------
         James F. Hardymon, Director             Thomas M. Ryan, Director

             /s/ Marian L. Heard                    /s/ Samuel O. Thier
    ------------------------------------    ------------------------------------
          Marian L. Heard, Director           Samuel O. Thier, M.D., Director

            /s/ Robert M. Kavner                   /s/ Paul R. Tregurtha
    ------------------------------------    ------------------------------------
         Robert M. Kavner, Director             Paul R. Tregurtha, Director


                                       15